DELIVERY SERVICES AGREEMENT

THIS DELIVERY SERVICES AGREEMENT (together with all appendices, addenda, and
schedules attached hereto, this "Agreement"), is executed at New Delhi effective as of [Date of
entering into Agreement], by and between:

DELHIVERY PRIVATE LIMITED, a company incorporated and existing under the provisions
of Companies Act of 1956 having its registered office at A-29 (Back Part), Mohan Cooperative
Industrial Estate, New Delhi-110044 and bearing the Company Identification Number ("CIN")
U63090DL2011PTC221234, (hereinafter referred to as "Service Provider" which means and
include, unless repugnant to the context or meaning thereof mean and include its liquidators,
successors, receivers and assigns) of the ONE PART;

And

test, a company incorporated and existing under the provisions of Companies Act of 1956 and
having its registered office at abc abc ABC India (hereinafter referred to as "Merchant" which
means and include, unless repugnant to the context or meaning thereof mean and include its
Affiliates, liquidators, successors, receivers and permitted assigns) of the OTHER PART.

"Service Provider" and "Merchant" are hereinafter individually and collectively referred to as
"Party" and "Parties" respectively, as the context may require.

WHEREAS

1. Merchant is inter alia engaged in the business of Lifestyle.

2. Service Provider is inter-alia engaged in the business of providing diversified delivery
services and other services to selected merchants.
3. For mutual interest and benefits, Parties hereto are desirous of recording the terms and
conditions of there understanding, including the scope of the Delivery Services (as defined
in clause 1) to be provided by the Service Provider under this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this
Agreement and for other good and valuable consideration, the sufficiency of which is
acknowledged by the Parties, the Parties hereby agree as follows:

1. DEFINITIONS:

Unless the context otherwise provides or requires, the following words and expressions
used in this Agreement shall have the meaning as provided to them herein below:

1. 'Affiliate' means, in relation to a Person, any other entity which directly or

indirectly Controls, is controlled by or is under direct or indirect common Control
with, that Person from time to time.
2. 'Business Day' means a day (other than Sunday, national holidays and bank
holidays in the Territory) on which nationalized banks are generally open in India
for the conduct of banking business and comprising of normal working hours.
3. 'Confidential Information' shall mean technical, financial and/or commercial
information relating to a Party’s businesses, facilities, products, techniques,
solutions or processes which is proprietary to a Party, or to its affiliated
 companies, disclosed or made available to one Party to by the other Party in any
form whatsoever (including written or verbal disclosure, demonstration, sample,
computer program, document or diagram) and this whether or not marked as
"Confidential". Furthermore, Confidential Information includes such information
that has been made available to either Party by third parties under an obligation of
confidentiality.
4. 'Customer' shall mean any Person/party/entity who/which is transacts on any
platform operated by the Merchant.
5. 'Customer Information' means (i) all information relating to the Customer(s)
(including names, addresses, telephone numbers, and such information that is or
relates to personally identifiable information), information about the purchase of
Products on the platform operated by the Merchant and related information; and
(ii) any list, description or other grouping of consumers or customers that is
derived using any such information; and shall be deemed to be fully and
exclusively owned by Merchant.
6. 'COD' (Cash on Delivery) means the cash payment made by the Customer for
the purchase of the Shipments on the platform operated by the Merchant upon
delivery of such Shipment/s.
7. 'Delivery and/ or Delivery Service' means (a) collection of the Shipments by
Service Provider from the location(s) agreed between the Parties; and (b) the
delivery of such Shipments to the Customers at the location designated by the
Customer and taking the receiver’s confirmation signatures of receipt; Delivery or
its other grammatical variations shall be construed accordingly.
8. ‘Delhivery Miles’ means a payment system maintained by the Service Provider,
operated by the Merchant for availing services provided by the Service Provider
exclusively.
9. 'Delivery Personnel' means the person engaged by Service Provider for the
Delivery or Returns of the Shipments.
10. 'Express Delivery' shall be as defined under the Scope of Work as set out in
Annexure I.
11. 'Fees' means the consideration payable by the Merchant to Service Provider for
providing the Delivery Services as contemplated under this Agreement.
12. ‘Manifest’ means the data uploaded by the Merchant (in the format shared by the
Service Provider) containing the details of the Shipments for which the Service
Provider is to provide Delivery Services or Cash Pickup Services as the case
maybe.
13. ‘Merchant’s Account’ shall be the personal account opened by the Service
Provider for the Merchant after the execution of this contract on the Service
Provider’s Website, which the Merchant shall use to upload the Manifest, charge
and/ or recharge their Delhivery Miles for availing the Services being provided by
the Service Provider as mentioned in this Agreement.
14. 'Person' means any individual, firm, company, governmental authority, joint
venture, partnership, association or other entity (whether or not having separate
legal personality).
 15. 'Products' means any goods sold by the Merchant which the Merchant instructs
the Service Provider to deliver to the Customers in accordance with the terms of
this Agreement.
16. 'Promotional Miles' shall mean additional miles issued over and above the
Delhivery Miles by the Service Provider to the Merchant at the sole discretion of
the Service Provider.
17. 'Returns' shall be as defined under the Scope of Work as set out in Annexure I.
18. ‘Reverse Pick-ups’ shall be as defined under the Scope of Work as set out in
Annexure I.
19. ‘Service Provider’s Website’ means webpages contained or hyperlinked therein
and owned or controlled by the Service Provider, and such other media or media
channels, devices, mobile applications, software, or technologies as Delhivery
may choose from time to time.
20. ‘Shipment’ means all the Products consolidated and packaged together and handed
over to the Service Provider by the Merchant for Delivery.
21. 'Territory' means the region serviced by the Service Provider.
2. TERM:
This Agreement shall be effective on the date of the execution of this Agreement
(“Effective Date”). The Agreement shall be valid, legal and binding from the Effective
Date unless terminated by either Party in accordance with this Agreement.
3. SCOPE OF DELIVERY SERVICES:
As set out in Annexure – I ("Scope of Services")
4. FEES:
The Fees shall be calculated as set out inAnnexure IV
5. TERMS OF PAYMENT:
1. The Merchant shall make the payment of Fees for availing Delivery Services
through the Delhivery Miles purchased by the Merchant as detailed in Annexure
III and the Merchant shall be bound by the terms of use of the Delhivery Miles.
2. The Service Provider shall not be liable for provision of Delivery Services under
this Agreement if the Merchant does not remit the Fees by redeeming the
Delhivery Miles as enumerated in Annexure-III.
3. It is agreed between the Parties that the Merchant will not challenge and the
Service Provider will not accept any dispute with regard to lost and/ or damaged
Shipment and/ or lost or damaged POD, initiated by the Merchant post 72 hours
of Shipment closure. No liability will arise on the Service Provider post this 72
hours period.
6. REDEMPTION OF DELHIVERY MILES:
On the completion of the Services being rendered by the Service Provider, or at the time
of termination of this Agreement for any reason as listed in clause 11, the Merchant shall
write an email to the email id [email protected] for closing the account held by him
with the Service Provider and for redemption of the pending Delhivery Miles. The
Service Provider shall initiate closure of such account and refund all the pending
Delhivery Miles to the Merchant within 45 (forty five) days of receiving the said email
7. PROMOTIONAL MILES:
The Service Provider shall anytime at its sole discretion, issue Promotional Miles to the
 Merchant. Such Promotional Miles can only be redeemed against the Delivery Service
being rendered by the Service Provider anytime during the Term of this Agreement.
8. OBLIGATIONS OF THE MERCHANT
1. The Merchant shall ensure that the Manifest shared for initiation of the Delivery
Services is correct and complete in all respects as per the format shared by the
Service Provider.
2. The Merchant shall provide all the instructions/approvals regarding Delivery and
Returns that are required for the performance of Services as envisaged in this
Agreement in a timely manner.
3. The Merchant shall not book / handover or allow to be handed over any Shipment
which is banned, restricted, illegal, prohibited, stolen, infringing of any third party
rights, hazardous or dangerous or in breach of any tax laws or contains any cash,
jewelry (excluding artificial jewelry), gold, silver, diamond, platinum, precious
metals, precious stones, currency, bullion, letters and financial and security
instruments and Service Provider shall not be liable for the Delivery of any such
Shipments. Without prejudice to the generality of the aforesaid, an indicative list
of the banned or prohibited Shipments is given in Annexure II.
4. The Merchant shall ensure that the packaging of the Shipments is safe, proper and
adequate to withstand the normal transportation and environmental hazards and in
compliance with the minimum standards shared by the Service Provider.
Notwithstanding anything contained in this Agreement, the Service Provider shall
bear no liability for any Shipment it deems to have inadequate / improper
packaging.
5. Said To Contain Basis Inspection: It is expressly understood by the Parties that all
Shipments agreed to be delivered by the Service Provider are on “SAID TO
CONTAIN BASIS” i.e. the Service Provider shall be under no obligation to
verify the description and contents of the Shipments declared by the Merchant.
The Merchant shall undertake to make proper, true, fair, correct and factual
declaration regarding description and value of Shipments. Further, the Service
Provider is not responsible in any way whatsoever for the Merchantability of the
Shipment.
6. Notwithstanding anything contained in this Agreement, the Service Provider has
the right however, not an obligation, to inspect any shipment consigned by the
Merchant to ensure that all the items are capable of carriage to the destination
within the standard operating procedure and handling methods. At no point in
time does the Service Provider take any liability or warrant that any particular
Shipment to be delivered is capable of carriage without infringing the law of any
state of the country from/ to or through which the Shipment may be carried. The
Service Provider reserves the right to refuse to deliver the Shipments that do not
conform to these terms and conditions without assigning any reasons whatsoever.
9. INSURANCE:
The Merchant hereby undertakes and agrees that, should it so desire, he/she shall insure
the Shipments from point of origin to point of final destination at his/her own cost. The
Service Provider shall not be liable for insuring the Shipment.
10. CONFIDENTIALITY:
 1. Both Parties shall keep confidential (and to ensure that its officers, employees,
agents, affiliates and professional and other advisers keep confidential) any
Confidential Information. Both Parties shall not, and shall procure that none of
their directors, officers, employees, agents, affiliates or professional advisers shall
not, use Confidential Information for any purpose other than for the provision of
Delivery Services and for performance under this Agreement.
2. Exceptions from Confidentiality Obligations:
The obligation of confidentiality under this Clause does not apply to:
1. information which is independently developed by a Party or acquired
from a third party to the extent that it is acquired otherwise than as a result
of a breach of this Clause and with the right to disclose the same;
2. the disclosure of information to the extent required to be disclosed by any
applicable law, any governmental authority to whose rules, orders or
decrees a Party is subject, any stock exchange rule or regulation or any
binding judgment, order, rule or requirement of any court, arbitral tribunal
or other competent authority;
3. the disclosure in confidence to the Party’s officers, employees or agents of
information required to be disclosed for a purpose incidental to the
Agreement;
4. information which comes within the public domain (otherwise than as a
result of a breach of this Clause).
3. If the Agreement terminates, the disclosing Party may by notice require the
recipient Party to promptly return or destroy all Confidential Information.
11. INDEMNITY:
Both the Parties agree to indemnify, defend and hold the other Party harmless from and
against claims, demands, actions, liabilities, costs, interest, damages and expenses of any
nature whatsoever (including all legal and other costs, charges and expenses) incurred or
suffered by the other Party, arising out of any (a) any wrongful or negligent act or
omission of the other Party; (b) any breach of the other Party’s obligations under this
Agreement; and, (c) any Customer/ third party action or claim made against the other
Party, by reason of any actions undertaken by the other Party arising out of its obligations
under this Agreement. The rights, powers, privilege and remedies provided in this
Indemnity are cumulative and not exclusive of any rights, powers, privileges or remedies
provided by law.
12. TERMINATION:
1. Either Party may terminate this Agreement immediately, if either Party is
declared insolvent or bankrupt or is unable to pay its debts or makes a
composition with its creditors or if either Party is dissolved or wound up
compulsorily or if an order made or an effective resolution is passed for the
winding up of the such Party.
2. Either party shall have the right to terminate this Agreement by giving a thirty
(30) days prior notice of termination.
3. In the event of any termination of this Agreement, Merchant shall promptly and
forthwith make payments of all the Fees accrued or due to the Service Provider.
13. LIMITATION OF LIABILTY:
 1. Under no circumstances will the Service Provider or any of its director, officer,
employee, agent or contractor be liable to the Merchant for indirect, incidental,
consequential, special or exemplary losses or damages arising from the
Agreement.
2. The maximum liability of the Service Provider and the sole and exclusive remedy
of the Merchant for the damage or loss or theft or misappropriation of any
Shipment or cash caused due to gross negligence and willful misconduct of
Service Provider shall be limited to Rupees 2,000/- (Two Thousand only) per
Shipment.
3. The liability of the Service Provider for any loss or damage to a Shipment for an
amount higher than INR 2,000, shall be limited to providing the Merchant with a
Certificate of Fact (‘COF’) to enable to Merchant to claim the amount from its
Insurance provider.
4. The total aggregate liability of the Service Provider shall be limited to the Fees
paid by the Merchant to the Service Provider during the preceding 1 (one) month
from the date of the cause of action leading to the breach.
14. NOTICES AND CONTRACT REPRESENTATIVES:
1. Any notice provided for in this Agreement shall be in writing and shall be sent by
postage, prepaid registered post with acknowledgement due or by recognized
courier service, to the relevant party at the address provided below: In the case of
notices to Service Provider:
Address:
Legal Department
Delhivery Pvt. Ltd
Plot 5, Sector 44
Gurgaon – 122002
In the case of notices to the Merchant:
Address:
abc abc ABC India
2. All notices shall be deemed to have been validly given on (i) the business day
immediately after the date of transmission, if transmitted by email; or (ii) in case
sub-clause (i) does not apply, the expiry of 7 (seven) business days after posting,
if sent by post.
15. ANTI-BRIBERY AND CORRUPTION COVENANTS
1. The Merchant represents, warrants and undertakes that:
1. It has not and shall not offer, promise, give, encourage, solicit, receive or
otherwise engage in acts of bribery or corruption in relation to this
Agreement (including without limitation any facilitation payment), or to
obtain or retain business or any advantage in business, and has and shall
ensure to the fullest extent possible that its employees and agents and
others under its direction or control do not do so. For the purposes of this
clause, it does not matter if the bribery or corruption is: (i) direct or
through a third party; (ii) of a public official or a private sector person;
(iii) financial or in some other form; or (iv) relates to past, present, or
future performance or non-performance of a function or activity whether
in an official capacity or not, and it does not matter whether or not the
 person being bribed is to perform the function or activity to which the
bribe relates, or is the person who is to benefit from the bribe. The
Merchant shall, immediately upon becoming aware of them, give the
Service Provide all details of any non-compliance with this Claus;
2. it shall comply with and not violate any applicable laws, including any
sanction laws including those of India, and other laws relating to anti-
money laundering, anti-bribery and corruption and other financial crimes;
3. it shall ensure the performance of its obligations under this Agreement are
provided in such a way as to enable the Merchant and its group companies
to comply with applicable laws;
4. neither it nor any of its group companies, its sub-contractors, or its
affiliates is the target or subject of any sanction laws; and
5. it shall notify the Service Provider if it becomes aware of any breach of
any applicable laws, including any sanction laws, or of any action,
investigation or proceeding brought against itself, any of its group
companies, its sub-contractors or its affiliate, relating to any breach of any
applicable law.
16. ASSIGNMENT:
Neither Party shall assign this Agreement or any of its rights and obligations hereunder,
without the prior written consent of the other Party and any such attempted assignment
shall be null and void.
17. Data Protection:
Parties agree to adhere by the relevant data protection laws:
1. The Parties agree that by executing this Agreement, the Merchant gives Delhivery
the right to sub-contract the entire or part of the services to a third party as per the
Agreement requirement. Delhivery ensures the Merchant that despite such sub-
contracting, Delhivery alone will stand liable towards the Merchant for any
breach. Delhivery will take all steps reasonably necessary to ensure that your data
is treated securely and in accordance with Delhivery's privacy policy available on
the website www.delhivery.com. Delhivery always verifies the third-party
vendor's security practices and regularly conducts their security and privacy
assessments prior to any form of engagement.

These third parties may have access to your Personal Data only to perform the
Services on Delhivery's behalf and are obligated not to disclose or use it for any
other purpose whatsoever. Also, we bind our third-party vendors in the contract to
secure your data by putting monetary liabilities and surveillance practices.
2. Delhivery is conscious of the personal information shared with it for the purpose
of this Agreement and will only use the information (a) as per the terms of this
agreement; (b) if required otherwise with regard to the reasonably acceptable
processing procedures, as per the privacy policy available at www.delhivery.com.

We maintain administrative, technical and physical safeguards designed to protect

the personal information you provide against accidental, unlawful or unauthorised
destruction, loss, alteration, access, disclosure or use. Exceptionally if any
personal data is present on the package or letter, it may be visible to unauthorized
 individuals.

Application, data, infrastructure and network security is our key focus areas
where data security practices are enforced. We also Adhere to international
standard certifications to complement the enforced practices. Considering “Right
to Privacy” as a fundamental right of an individual, we have adopted enough
measures to protect privacy.

Your information, including personal data, may be transferred to and maintained

on computers located outside of your state, province, country or other
governmental jurisdiction where the data protection laws may differ than those
from your jurisdiction. No transfer of your Personal Data will take place to an
organization or a country unless there are adequate controls in place including the
security of your data and other personal information.

3. Parties agree that the Merchant has taken explicit consent of the data subjects on
the means and purpose of processing of their personal information for the purpose
of this Agreement. Seeking such consent of the data subject shall be the liability
of the Merchant alone.
18. INTELLECTUAL PROPERTY:
1. Parties agree to not breach the Intellectual Property Rights of either Party. If
Parties become aware of any such possible infringement in the course of this
agreement, the Party will immediately notify the aggrieved party of the same in
writing.
2. Rights: Nothing in this Agreement affects the Parties’ Proprietary
Rights/Intellectual Property (as defined below), in existence prior to the Effective
Date. The Parties grant only the licenses and rights specified in this Agreement
and no other licenses and/or rights, including those under patent, are granted.
Parties agree not to do anything whatsoever which might impair the other Parties
right, title or interest in or to the intellectual property and agrees that is shall not
acquire or attempt to acquire any right, title or interest, license in or to, any of the
other Parties Intellectual Property.
3. Trademarks/Trade Names: Parties hereby acknowledge and confirm that all
Proprietary Rights/Intellectual Property Rights relating to the trademarks, service-
marks, copyrights, trade names, etc., including the Prties’s corporate name or any
part thereof (collectively referred to as “Intellectual Property/Proprietary
Rights”), are owned by, licensed to, possessed by or belongs to the Party and
nothing contained in this Agreement shall be deemed to authorize the other Party
to use or give any rights with respect to one Party’s Intellectual Property.
4. Use: Parties shall not use in any manner whatsoever, any of the Intellectual
Property, registered or unregistered, except as expressly authorized in writing by
the other Party and restricted to the purpose and period established therein. Parties
agree to comply with all requirements and specifications relating to the display
and/or use of any logo, trademark, and copyright, relating to the Intellectual
Property. Upon expiration or termination of this Agreement for any reason,
Parties shall immediately cease and desist for all time, from any use of or
 reference to, the Intellectual Property and to any and all representations, direct or
indirect, that they are working together.
5. Publicity: Neither Party shall use the name, logo, trademarks or trade names of
the other Party in press releases, promotional material, Stores lists, advertising,
marketing, publicity or business-generating efforts, whether written or oral,
without obtaining the prior written consent of the other Party.
19. FORCE MAJEURE:
Neither party shall be deemed to be in material breach of the Agreement, or otherwise be
liable to the other, by reason of any delay in performance or nonperformance of any of its
obligations or loss of Shipment, other than the payment of money, under this Agreement,
caused by an event or occurrence beyond its control or remedy (a “Force Majeure
Event”), including, without limitation, Acts of God, natural disasters, acts of civil or
military authority, government priorities, fire, floods, epidemics, quarantine, energy
crises, strikes, wars, riots, terrorist acts or accidents, provided storage charges shall
continue to accrue during the continuation of the Force Majeure Event.Immediately upon
discovery of a Force Majeure Event, the affected Party shall immediately notify the other
Party. The date for performance of any obligation under the Agreement which is delayed
by a Force Majeure Event, shall be suspended for a period equal to the delay caused by
such event.
20. DISPUTE RESOLUTION:
All disputes arising out of or in relation to this Agreement, including any question
regarding its existence, validity or termination, which cannot be amicably resolved by the
Parties within 15 days of being brought to their attention (such 15 (fifteen) day period is
referred to as the "Consultation Period"), and if such dispute is still not resolved, the
dispute shall be settled by arbitration governed by the provisions of Arbitration and
Conciliation Act, 1996. If the Parties are not able to agree on a sole arbitrator, a panel of
three arbitrators shall be appointed wherein each Party shall appoint one arbitrator within
15 days of the expiry of the matter being referred to arbitration, and the two arbitrators
together shall appoint the presiding arbitrator within 15 days of the appointment of the
last of the two arbitrators. The venue/seat of Arbitration shall be Gurgaon and the
language of arbitration shall be English. A dispute shall be deemed to have arisen when
either Party notifies the other Party in writing to that effect.
21. GOVERNING LAW AND JURISDICTION:
This Agreement, the construction and enforcement of its terms and the interpretation of
the rights and duties of the Parties hereto shall be governed by the laws of India and shall
be subject to the jurisdiction of courts in New Delhi. This Agreement is executed in
English language which shall prevail over any translation thereof.
22. COMPLIANCE WITH LAWS:
Each Party hereto agrees that it shall comply with all applicable local laws, ordinances
and codes correctly in performing its obligations hereunder.
23. SUCCESSORS:
This Agreement binds the successors and assigns of the respective Parties with respect to
all covenants herein, and cannot be changed except by written agreement signed by both
Parties.
24. SEVERABILITY:
In the event any one or more of the provisions of this Agreement shall, for any reason, be
 held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement
shall be unaffected, and the invalid, illegal or unenforceable provision(s) shall be replaced
by a mutually acceptable provision(s), which being valid, legal and enforceable, comes
closest to the intention of the Parties underlying the invalid, illegal or unenforceable
provision(s).
25. MODIFICATION, AMENDMENT, SUPPLEMENT OR WAIVER:
No modification, amendment, supplement to or waiver of this Agreement or any of its
provisions shall be binding upon the Parties hereto unless made in writing and duly
signed by both the Parties.
26. ENTIRETY OF AGREEMENT:
1. This Agreement together with all Recitals, Appendices, Exhibits, Schedules,
Attachments and Addenda attached hereto constitute the entire agreement
between the Parties and supersedes all previous agreements, promises,
representations, understandings and negotiations, whether written or oral,
between the Parties with respect to the subject matter hereof.
2. IN WITNESS WHEREOF, authorized officers of the Parties hereto have duly
executed this Agreement as of the date first above written.

ANNEXURE I: SCOPE OF WORK

1. Forward Delivery of the Shipments

1. The Service Provider will pick up and deliver from regions within its
Territory, the Merchant’s Shipments on any Business Day as required by the
Merchant.
2. The Service Provider will make 3 (three) attempts to deliver the Shipments to
the Customers as per the information shared in the Manifest except where the
address provided is wrong or in circumstance where the Customer cancels the
order placed. In such circumstances, the Service Provider shall inform the
Merchant of the same and initiate Returns within 24 hours of the same.
2. Returns/RTO of the Shipments

Shipments which are not accepted by the Customer for any reason whatsoever will be
returned to the Merchant at the location(s) as specified by the Merchant. The Merchant
shall specify such location(s) for each and every Shipment in the manifest, which has the
details of the Shipments that are being handed over for Forward Delivery.

3. Reverse Pickups
1. The Service Provider will make 2 (two) attempts to pick up the Shipments
from the Customers at the location specified by the Merchant from the date of
initiation of such request;
2. The Service Provider shall seal the package provided by the Customer at the
time of pickup in front of the customer. The sole responsibility of the contents
of the packed consignment shall lie with the end Customer.
4. PODs

It is understood that at the time of delivering the Shipments in case of Forward Delivery,
Returns and/ or Reverse Pickups, the Service Provider shall obtain the signature of the
 Customer or his representative on a document which is referred to as a Proof of Delivery
("POD"). The Service Provider will not bear any liability on the Shipment once the same
has been delivered to the Customer. The Service Provider shall make available to the
Merchant, any POD’s as maybe required by the Merchant if such request is raised within
15 (fifteen) days of the date of delivery of the Shipment. The Service Provider will be
under no obligation to provide proof of delivery of the Shipments beyond such period.

Further, in the event the Merchant instructs the Service Provider to deliver a Shipment to
a Customer on a COD basis, the Service Provider will simultaneously with such delivery
of the Shipment(s) to the Customer collect cash (only in Indian Rupees) of a value
specified in the relevant invoice issued by the Merchant to the Customer. Such cash will
be held by the Service Provider as a limited agent of the Merchant and in trust for the
Merchant and will be transferred by Service Provider to the bank account designated by
the Merchant within Seven (7) Business Days after the day of collection of the cash.

5. Demmurage
All Shipments picked up by the Service Provider from the Customers will be returned
to the Merchant at the location(s) as specified by the Merchant in the manifest
uploaded by the Merchant at the time of initiation of such pickup. In case of non-
acceptance of such Shipments by the Merchant except for reasons such as damage of
the Shipment where such damage is attributable solely to the Service Provider, the
Service Provider reserves the right to levy suitable demurrage charges for extended
storage of such Shipments for any period exceeding 7 (seven) days from initiation of
the return of Shipments and up to 45 (Forty Five) days from such date.

ANNEXURE II: DELHIVERY MILES

1. The Merchant is required to charge and subsequently re-charge the Delhivery Miles in
accordance with the estimated Fees for the Services opted by the Merchant.
2. The Merchant can add Delhivery Miles by using his Debit Card/ Credit Card/ Online
Bank Transfer directly from the web based portal provided to the Merchant.
3. The Merchant is obligated to maintain a minimum amount of Delhivery Miles as
informed by the Service Provider from time to time for availing Delivery Services
from the Service Provider (“Minimum Balance”). In case the Delhivery Miles fall
below the Minimum Balance, the Merchant will no longer be able to use the Delivery
Services of the Service Provider.
4. The value of the Delhivery Miles shall be as updated on the Service Provider’s
website at the time of availing the Delhivery Miles.
5. The Fees shall only be deducted from the Merchant’s Delhivery Miles account only.
6. All variations in the actual Fees as determined in accordance with Annexure-II and
the Fees paid by the Merchant by redeeming the Delhivery Miles shall be settled
between the Merchant and Service Provider at the end of month or at a time decided
by the Parties.
7. The Fees deducted from the Merchant’s Delhivery Miles shall be inclusive of Service
Tax and Fuel Surcharge. Entry Tax and OCTROI charges shall be invoiced separately
and deducted from the Merchant’s Delhivery Miles.

Warranties

1. The Service Provider shall not be liable for any loss in business/ damages suffered by
the Merchant as a consequence of the inability of the Merchant to maintain Minimum
 Balance for the Delhivery Miles and in such circumstances the Service Provider shall
have the right to temporarily suspend all Services and refusal to accept orders.
2. The Service Provider shall not have the responsibility for any loss caused to the
Merchant or any liability to refund the Fees, in case the Merchant provides wrong
information in the Manifest.
3. In case there is any discrepancy in the information uploaded by the Merchant on the
Merchant’s Account, then it shall be reconciled only at the end of month. In case
Delhivery Miles need to be refunded to the Merchant, it shall be credited to the
Merchant’s Delhivery Miles account. In case the Merchant needs to pay additional
money to the Service Provider, corresponding Delhivery Miles shall be deducted from
the Merchant’s Delhivery Miles account. In case the Merchant’s Delhivery Miles are
not sufficient to redeem then the Service Provider shall temporarily terminate the
Services till the Merchant recharges the Delhivery Miles with such amount.
4. The Service Provider shall be authorized to deduct from the Merchant’s Delhivery
Miles the following amounts:
1. Amount credited to Merchant’s Delhivery Miles in error;
2. any other amounts due from Merchant to the Service Provider;
3. amount credited due to invalid transactions.

ANNEXURE III: List of banned or Prohibited Products

Dangerous Goods

• Oil-based paint and thinners (flammable liquids)

• Industrial solvents
• Insecticides, garden chemicals (fertilizers, poisons)
• Lithium batteries
• Magnetized materials
• Machinery (chain saws, outboard engines containing fuel or that have
contained fuel)
• Fuel for camp stoves, lanterns, torches or heating elements
• Automobile batteries
• Infectious substances
• Any compound, liquid or gas that has toxic characteristics
• Bleach
• Flammable adhesives
• Arms and ammunitions
• Dry ice (Carbon Dioxide, Solid)
Restricted Items

• Precious stones, gems and jewellery

 • Uncrossed (bearer) drafts / cheque, currency and coins
• Poison
• Firearms, explosives and military equipment.
• Hazardous and radioactive material
• Foodstuff and liquor
• Any pornographic material
• Hazardous chemical item

Annexure IV: Fees

Delhivery Commercials - STANDARD

Regional (Single North East,HP,
Metro to Metro Rest of India
Within City Connection And Less Port Blair, J
Weight Slabs (ZONE C) (ZONE D)
than 500 Kms) And K
ZONE A ZONE B N1 N2 N1 N2 ZONE E
INR INR INR INR
Upto 500 gms INR 35.00 INR 40.00 INR 52.00
43.00 45.00 46.00 48.00
Every Additional 500 INR INR INR INR
INR 25.00 INR 30.00 INR 43.00
gms(Upto 3 kgs) 34.00 36.00 37.00 39.00
Every Additional Slab (1 INR INR INR INR
INR 25.00 INR 30.00 INR 43.00
Kg) 34.00 36.00 37.00 39.00
INR INR INR INR
RTO (Every 1 kg) INR 25.00 INR 30.00 INR 43.00
34.00 36.00 37.00 39.00
INR INR INR INR
DTO Upto 500 gms INR 50.00 INR 60.00 INR 85.00
63.00 65.00 67.00 70.00
INR INR INR INR
DTO Every Add 500 gms INR 36.00 INR 45.00 INR 62.00
51.00 54.00 56.00 58.00
COD Charges INR 50.00 or 2.00% of product bill value whichever is higher
Wallet on Delivery Per Applicable shipment Transaction Charge of the flat Wallet charges of INR 25.00
Charges (Paytm) + 1.20% of Invoice Value
Where MDR rates are as follows:
MDR rates + Flat transaction charge for 1. Credit Card rates: 1.40% (Total Invoice Value)
Card on Delivery
Debit Card will be INR 25.00 and Credit 2. Debit card rates: Transaction Amount up to INR
Charges
Card will be INR 25.00 2,000.00 - Free
>INR 2,000.00 - 0.90% of Transaction Amount
Volumetric Formulae L*B*H / (4000.00) L, B, H in cms
GST As Applicable
Fuel Surcharge (FSC)
Maximum Liability for
INR 2,000.00
Forward
Maximum Liability for
Lower of 50.00% of product value or INR 2,000.00
Reverse
COD Remittance Weekly(Fri)

• Standard product damage/lost in transit liability of 2000.00 or product value, whichever is lower.

• Weights to be determined based on volumetric or actual, whichever is higher.

• For volumetric weight calculation, all sides are measured in cm.

• Payment terms - invoice to be cleared within 15 days.